Terms of Service

Thank you for using tobuso.ca (the “Website”) to meet your corporate secretarial needs!

By using the Website and our services you accept these terms and conditions (the “Terms”) in full. If you disagree with any part of these terms and conditions, then do not use the Website or our services. We reserve the right to modify these Terms at any time. You should therefore check periodically for changes. By using this site or our services after we post any changes, you agree to accept those changes, whether or not you have reviewed them.

These Terms constitute a legally binding agreement between you and Tobuso (“Tobuso”, the “Company”, “we”, “us”, or “our”) governing your access to, and use of the Website. These Terms govern your use of the Website and our services going forward.

References to the “Website” shall be deemed to include all related web, mobile, tablet or other smart-device applications, all application program interfaces, all BOT interactions, and all associated services.

Our collection and use of personal information in connection with your access to, and use of, the Website is described in our Privacy Policy.

Collectively, these Terms and our Privacy Policy are referred to as the “Terms of Service”.

Our Services

Tobuso offers an online platform for assisting you with corporate secretarial services, specifically corporate formation, corporate maintenance, and related administrative tasks (collectively, the “Services”). Our service is focused on ensuring that your corporation’s minute book is properly updated and that all registrations with applicable corporate registries are filed. You are responsible for purchasing the service that is most appropriate for you, and following the instructions that lay out the information needed in order for us to complete the Services. You are responsible for ensuring that any forms are submitted in the appropriate manner, at appropriate times and places, with appropriate authorities, and with appropriate payments and other requirements.

Tobuso is NOT a Law Firm

Tobuso is not a law firm. Tobuso does not provide legal services, legal advice, or any other professional advice through the Website or as part of the Services. You should contact a lawyer, accountant, or other professional if advice is needed for your specific situation. Your use of or access to the Website and the Services does not create a lawyer-client relationship or other relationship of trust. The information that you share with Tobuso will not be protected by any solicitor/client privilege.

No Guarantees or Warranties

We are providing you with the Website on an “as is” basis. We expressly disclaim all warranties in connection with the Website and in connection with the Services, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

There are many factors outside of Tobuso’s control in relation to the Services. Tobuso does not guarantee any outcome from the Services. Your attempt to incorporate a company or carry out any other maintenance tasks may not be successful.

You are Responsible for the Information you Provide

You agree that you are responsible for the information that you provide, including the spelling and other information submitted to Tobuso and that information is exactly as you desire for Tobuso to perform the Services requested.

Submission of credit card information via the Website or otherwise authorizes Tobuso to charge your credit card for the Services.

Content

Content on the Website (the “Tobuso Content”) is provided for general information purposes only and should not be relied upon as legal advice. You should obtain specific or professional advice before taking, or refraining from taking, any action, legal or otherwise, on the basis of Tobuso Content. Many factors unknown to us may impact the applicability of any Tobuso Content to your particular circumstances and any use of such Tobuso Content is at your own risk. The Tobuso Content is not intended to be a substitute for professional advice. Always seek professional advice with any specific questions you may have. You should not disregard professional advice or delay in seeking it because of something contained in the Tobuso Content.

Although we make reasonable efforts to update and maintain the Tobuso Content, we make no representations, warranties, or guarantees, whether express or implied, that the Tobuso Content is accurate, complete, reliable, or up to date.  Your use of the Website and the Tobuso Content is at your own risk and the Company has no responsibility or liability whatsoever for such use.

The Website may include content provided by third parties. All statements and/or opinions expressed in any such third-party content, other than the Tobuso Content, are solely the opinions and the responsibility of the individual or entity providing such content. Such content does not necessarily reflect the opinion of the Company. The Company is not responsible, or liable to you or any other party, for the content or accuracy of any third-party content.

Ownership and use of the Website, the Tobuso Content, and intellectual property rights therein

We grant you a non-exclusive and non-transferable single-user (non-concurrent) license to use the Website, in accordance with the Terms of Service. At any time, and at our sole discretion, we may limit, restrict, suspend, declare a moratorium on, or terminate your ability to access the Website, or any of the Services, or both; and with notice to you, we may end the terms relating to the Website, including the Services. If these Terms of Service are terminated then you will destroy all copies of the Website and all copies of any documentation for the Website then in your possession. The grant of this license may not be assigned by you unless agreed upon in writing by us.

We retain at all times all ownership rights, including without limitation, copyright, in the Website and, for greater certainty, the Tobuso Content found therein. You agree not to copy, reproduce, transfer, or reverse engineer the Website and not to disclose or distribute the Website to third parties. We have no obligation to provide any training, maintenance, or other assistance for the Website.

Tobuso is the owner, or licensee, of all intellectual property rights subsisting on each screen made available through the Website. Unless otherwise indicated, trademarks and logos, and all works, including texts, images, illustrations, software, HTML codes, audio clips and videos appearing on the Website and the course of receiving the Services are the property of Tobuso, or those of our licensors, and without our express written permission, may not be reproduced, republished, downloaded, posted, transmitted, distributed or modified, in whole or in part, in any form whatsoever, except for personal and non-commercial use, including viewing, printing or archiving of electronic copies of your Website activities, in accordance with these Terms of Service and as we may further instruct you. Nothing in these Terms of Service or on the Website is to be interpreted as conferring a right to use our works, trademarks, or logos in any other way.

Communication

You expressly consent and agree to accept and receive communications from us, including by email and via text (SMS) message, calls, and similar methods of communication to the mobile phone numbers and email addresses provided to us.

You hereby authorize the exchange of documents and information between you and us via the internet, including by e-mail.

You also agree that all agreements, notices, information and other communications that we send to you electronically satisfy the legal requirements under which such communications are to be made.

By consenting to being contacted by us, you understand and agree that you may receive communications, including marketing communications generated by automatic telephone and email systems which may deliver messages sent by or on behalf of the Company or its affiliated companies (the “Notices”). You acknowledge that you are not required to consent to receive promotional messages as a condition of using the Website.

You agree that we can send you Notices by email, text (SMS) message, calls, and similar forms of communication. You acknowledge and agree that any such Notice shall satisfy any legal requirement that such communication be in writing. The delivery of any Notice from us is effective when sent by us, regardless of whether you read the Notice, when you receive it or whether you actually receive the Notice. Your only method of withdrawing consent to receive Notices is to terminate any registrations, subscriptions, or services provided through the Website.

Limitation of Liability

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS (COLLECTIVELY, THE “TOBUSO REPRESENTATIVES”) BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE TOBUSO REPRESENTATIVE WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE PLATFORM, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY TOBUSO CONTENT, WEBSITE MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.

Without limitation, the foregoing limitation of liability includes and absolves the Tobuso Representatives from liability for any damages or losses caused by or arising out of or in connection with:

• delays or disruptions in our Website;

• viruses or other malicious software obtained by accessing, or linking to, our Website;

• any loss, damage, or unauthorized access, disclosure, use or breach of security of any personal information in the Company’s possession, custody or control, or otherwise held or processed on its behalf;

• observation by government or malicious actors through any means;

• glitches, bugs, errors, or inaccuracies of any kind in or on our Website;

• damage to your hardware device from the use of the Website;

• the content, actions, or inactions of third parties with respect to the Website;

• a suspension or other action taken with respect to your Account;

• your reliance on the quality, accuracy, or reliability of profiles, Ratings, Reviews, recommendations, and feedback, aggregate information, or metrics found on, used on, or made available through the Website; and

• your need to modify practices, content, or behaviour or your loss of or inability to do business, because of changes to the Terms of Service.

Termination by Tobuso

Without prior notice and for any reason, we can suspend or terminate your use of the Website and access to the Services, and/or terminate part or all of these Terms for the following reasons: (i) any actual or intended violation of these Terms, including without limitation your failure to pay any fees owing; and (ii) any unlawful or inappropriate behaviour, as determined by us, including without limitation unlawful or inappropriate use of the Website and the Services. We may also suspend or terminate your access to the Website and the Services, and/or terminate part or all of these Terms for convenience upon 15 days prior notice to you. We will not be responsible for any loss or inconvenience that may result from such suspension or termination for any loss or inconvenience that may result from such suspension or termination.

Changes

We can change (add, remove or alter) any part or feature of the Website and Services without giving you notice. Following any such change, these Terms will continue to apply to all or parts of the Services. Subject to legal and regulatory requirements, we can also change these Terms at any time.

Account and Security

You may be required to provide sign-in credentials to access the Services. You authorize us to accept and you agree to be responsible for any instruction given by you or purported to be given by you using your sign-in credentials. Any instruction will have the same legal effect as if it was a written instruction and signed by you.

You are responsible for keeping your sign-in credentials confidential, and you must not disclose them to anyone. We will not be responsible for any losses that may result if you share or lose your sign-in credentials. When using the Website and accessing the Services, you agree that you will take all steps necessary to ensure that you do not reveal any confidential information to anyone other than us. This includes making sure that other people cannot see your device screen. You must also sign out after each session to prevent anyone else from accessing your confidential information.

You are prohibited from attempting to circumvent and from violating the security of the Website including without limitation: (i) accessing content and data that is not intended for you; (ii) attempting to breach or breaching the security and/or authentication measures which are not authorized; (iii) restricting, disrupting or disabling Website; (iv) illicitly reproducing TCP/IP packet header; (v) disrupting network services and otherwise disrupting Tobuso’s ability to monitor the Website; (vi) using any robot, data mining, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of Website content or confidential information; (vii) introducing any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful; (viii) attacking the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; (ix) attempting to decompile or reverse engineer any software contained on the Website; and (x) otherwise attempting to interfere with the proper working of the Website. You may not use any network monitoring or discovery software to determine the site architecture or extract information about usage or Users.

Service Providers and Third Parties

We may subcontract some or all of the Services to third parties.

Compliance and Prohibition

Your use of the Website and access to the Services must comply with these Terms and all applicable laws. When using the Website and accessing the Services, you will not:

• Provide untrue, inaccurate or incomplete information;

• Use the Website or access the Services for any illegal, fraudulent, malicious, harassing or defamatory activity or purpose;

• Use any part of the Services to provide third-party services or redistribute all or any part of the Services;

• Take steps or actions that could or do undermine the security, integrity, effectiveness, goodwill or connectivity of the Website or the Services (including illegal, fraudulent, malicious, defamatory or other activities that threaten to harm or cause harm to any other person); or

• Reverse engineer or reverse compile the source code for the Website or any of the service technology.

Assignment and Severability 

If any provision of these Terms is found to be invalid or unenforceable, this will not affect the validity or enforceability of the other provisions of these Terms. Our failure to enforce strict performance of any provisions of these Terms does not mean we have waived any provision or right. Neither the course of conduct between you and us, nor trade practice modifies any provision of these Terms. We may assign or transfer these Terms on notice to you. You may not assign or transfer these Terms or any of the obligations or rights under these Terms to any other person.

Minors

Only individuals over the age of 18 may use the Services.

Language

The Services and Website are provided in English.

You and we have expressly requested that these Terms and all related documents, including notices, be drawn up in the English language. Vous et nous avons expressément demandé que cette entente et tout document y afférent, y compris tout avis, soient rédigés en langue anglaise.

Governing Law

These Terms are entered into and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You and we agree that courts located in Ontario shall have exclusive jurisdiction over each of us for the determination of any matters arising out of these Terms and any dispute arising hereunder shall be resolved in Toronto, Ontario.

Entire Agreement

You agree that this Agreement amounts to the complete and exclusive agreement between you and Tobuso regarding the Website. This Agreement supersedes any prior agreements and understandings, whether oral or written and whether established by custom, practice, policy or precedent.

Cost, Fees and Other Charges

There are fees for accessing the Services. Such fees will be advertised on the Website and in materials provided by us to you, as will applicable payment methods.

Applicable taxes apply in addition to all fees charged.

You are responsible for all fees associated with using the Website, accessing the Services, and communicating with us.

Last Edit: May 18, 2022